STANDARD DISTRIBUTION AGREEMENT TERMS PROTECTIVE LIFE INSURANCE COMPANY SECURED MEDIUM-TERM NOTES PROGRAM Dated as of July 21, 2005

EXHIBIT 1.3

STANDARD DISTRIBUTION AGREEMENT TERMS

PROTECTIVE LIFE INSURANCE COMPANY

SECURED MEDIUM-TERM NOTES PROGRAM

Dated as of July 21, 2005

        This document constitutes Standard Distribution Agreement Terms which are incorporated by reference in the Distribution Agreement, dated as of the date set forth therein (the " Distribution Agreement") , by and among the Trust, the Company, and each Dealer specified in the Distribution Agreement. The Distribution Agreement is set forth in Section G of the Omnibus Instrument and these Standard Distribution Agreement Terms are attached as Exhibit G to the Omnibus Instrument.

        These Standard Distribution Agreement Terms shall be of no force and effect unless and until incorporated by reference into, and then only to the extent not modified by, the Distribution Agreement.

        The following terms and provisions shall govern the terms of the distribution of the Notes issued by the Trust, subject to such other terms and provisions expressly adopted in the Distribution Agreement.

        Capitalized terms not otherwise defined in these Standard Distribution Agreement Terms shall have their respective meanings ascribed to them in the Distribution Agreement.

        In connection with the Protective Life Secured Medium-Term Notes Program (the " Secured Medium-Term Notes Program "), the Company has authorized the issuance and sale from time to time of funding agreements to Protective Life Secured Trusts in order to secure the issuance of medium-term notes due nine months or more from the date of issuance by the Trust and any other trust organized in connection with the Registration Statement (defined below), of such notes to or through the Dealer(s) pursuant to the terms of this Distribution Agreement, any other distribution agreement entered into by and among the Company, the dealer(s) named therein and any trust (other than the Trust) organized in connection with the Registration Statement and any selling agent agreement (each, a " Selling Agreement ") entered into by and among the Company, the agents named therein and any trust (other than the Trust) organized in connection with the Protective Life InterNotes® Program (the " InterNotes® Program, " together with the Secured Medium-Term Notes Program, the " Program ").

        The Notes are to be issued pursuant to the Indenture. The Trust shall issue only one series of Notes. The Trust will use the proceeds from the sale of the Series of Notes to purchase one or more funding agreements (each a " Funding Agreement ") from the Company. The Series of Notes will be secured by one or more Funding Agreement(s) which will be assigned by the Trust to the Indenture Trustee on behalf of the holders of the Series of Notes pursuant to the Indenture. In connection with the sale of the Series of Notes, the Trust will prepare a Pricing Supplement (the " Pricing Supplement ") including or incorporating by reference a description of the terms of the Series of Notes, the terms of the offering and a description of the Trust.

        References to "Dealer" shall include any institution appointed as a Dealer, when acting as an agent, pursuant to Section 10(f) below.

        This Distribution Agreement specifies terms and conditions on which the Notes may be sold by the Trust (i) to the Dealer(s) as principal for resale to investors and (ii) directly to investors through the Dealer(s) as an agent of the Trust in soliciting offers for the purchase of the Notes.

        The Company has made the requisite filings with the Securities and Exchange Commission (the " Commission ") pursuant to the Securities Exchange Act of 1934, as amended (the " 1934 Act "). The Company has filed with the Commission a registration statement on Form S-3 relating to the registration of the Funding Agreements and the Notes under the Securities Act of 1933, as amended

(the " 1933 Act "). Such registration statement has been declared effective by the Commission and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the " 1939 Act "), and the Company has filed such post-effective amendments thereto as may be required prior to the Trust's acceptance of any offer for the purchase of Notes and each such post-effective amendment has been declared effective by the Commission. Such registration statement (as so amended, if applicable) is referred to herein as the " Registration Statement "; and the final prospectus and all applicable amendments or supplements thereto (including the final prospectus supplements and Pricing Supplement(s) relating to the offering of the Notes), in the form first furnished to the Dealer(s) for use in confirming sales of the Notes, are collectively referred to herein as the " Prospectus "; provided, however, that all references to the "Registration Statement", and the "Prospectus" shall also be deemed to include all documents incorporated therein by reference pursuant to the 1934 Act, prior to any acceptance by the Trust of an offer for the purchase of Notes; provided, further, that if the Company files a registration statement (the " Rule 462(b) Registration Statement ") with the Commission pursuant to Rule 462(b) of the rules and regulations of the Commission under the 1933 Act (the " 1933 Act Regulations ") or files a registration statement containing a combined prospectus pursuant to Rule 429 of the 1933 Act Regulations (the " Rule 429 Registration Statement "), then, after such filing, all references to the "Registration Statement" shall also be deemed to include the Rule 462(b) Registration Statement or the Rule 429 Registration Statement, as applicable. A " preliminary prospectus " shall be deemed to refer to any prospectus and any prospectus supplement used before the Registration Statement became effective and any prospectus and any prospectus supplement furnished by the Company after the Registration Statement became effective and before any acceptance by the Trust of an offer for the purchase of Notes which omitted information to be included upon pricing in a form of prospectus and prospectus supplement filed with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations. For purposes of this Distribution Agreement, all references to the Registration Statement, Prospectus or preliminary prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (" EDGAR ").

        All references in this Distribution Agreement to financial statements and schedules and other information which is "disclosed", "contained", "included" or "stated" (or other references of like import) in the Registration Statement, Prospectus or preliminary prospectus shall be deemed to include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, Prospectus or preliminary prospectus, as the case may be; and all references in this Distribution Agreement to amendments or supplements to the Registration Statement, Prospectus or preliminary prospectus shall be deemed to include the filing of any document under the 1934 Act which is incorporated by reference in the Registration Statement, Prospectus or preliminary prospectus, as the case may be.

        SECTION 1.     Appointment as Dealer.     

        (a)    Appointment.     Subject to the terms and conditions stated herein, the Trust and Company hereby agree that the Notes will be sold exclusively to or through the Dealer(s) pursuant to the terms of this Distribution Agreement. Each Dealer shall be a United States person within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended.

        (b)    Sale of Notes.     The Company and the Trust shall not sell or approve the solicitation of offers for the purchase of Notes in excess of the aggregate initial offering price of notes registered pursuant to the Registration Statement and any additional aggregate offering price of notes registered pursuant to a Rule 462(b) Registration Statement. The Dealer(s) shall have no responsibility for maintaining records with respect to the aggregate initial offering price of notes sold (including the Notes), or of otherwise monitoring the availability of notes for sale, under the Registration Statement.

        (c)    Purchases as Principal.     If agreed upon among a Dealer or Dealers, the Trust and the Company in this Distribution Agreement, then such Dealer(s) will act as principal in connection with

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any offering of the Notes by the Trust. Any purchase of Notes from the Trust by a Dealer as principal shall be made in accordance with Section 5(a) hereof.

        (d)    Solicitations as Agent.     If agreed upon among a Dealer or Dealers, the Trust and the Company in this Distribution Agreement, then such Dealer(s), acting solely as an agent or agents for the Trust and not as principal, will solicit offers for the purchase of the Notes. Such Dealer(s) will communicate to the Company and Trust, orally or in writing, each offer for the purchase of Notes solicited by it on an agency basis other than those offers rejected by such Dealer(s). Each such Dealer shall have the right, in its discretion reasonably exercised, to reject any offer for the purchase of the Notes, in whole or in part, and any such rejection shall not be deemed a breach of its agreement contained herein. The Trust may accept or reject any offer for the purchase of the Notes, in whole or in part. Each such Dealer shall make reasonable efforts to assist the Trust in obtaining performance by each purchaser whose offer for the purchase of the Notes has been solicited by it on an agency basis and accepted by the Trust. Each such Dealer shall not have any liability to the Trust or Company in the event that any such purchase is not consummated for any reason. If the Trust shall default on its obligation to deliver Notes to a purchaser whose offer has been solicited by a Dealer on an agency basis and accepted by the Trust, then the Trust and Company shall hold such Dealer harmless against any loss, claim or damage arising from or as a result of such default by the Trust. Any purchase of Notes from the Trust by a Dealer as an agent shall be made in accordance with Section 5(b) hereof.

        (e)    Reliance.     The Trust, Company and the Dealer(s) agree that any Notes purchased from the Trust by the Dealer(s) as principal shall be purchased, and any Notes the placement of which a Dealer arranges as an agent of the Trust shall be placed by such Dealer, in reliance on the representations, warranties, covenants and agreements of the Trust and Company contained herein and on the terms and conditions and in the manner provided herein.

        SECTION 2.     Representations and Warranties.     

        (a)   Each of the Trust and the Company jointly and severally represent and warrant to each Dealer as of the date hereof, as of the date of the acceptance by the Trust of an offer for the purchase of Notes (when such Dealer is acting as agent), as of the date of each delivery of Notes to the Dealer, if applicable, (whether to such Dealer as principal or through such Dealer as an agent) (the date of each such delivery to such Dealer as principal or through such Dealer as agent is referred to herein as a " Settlement Date "), and as of any time prior to the Settlement Date that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing solely for the determination of the variable terms of the notes offered pursuant to the Registration Statement, including the establishment of or a change in the interest rates, maturity or price of notes offered pursuant to the Registration Statement or similar changes) (each of the times referenced above is referred to herein as a " Representation Date "), as follows:

•         (i)     Due Formation and Good Standing of the Trust.     The Trust is either a statutory trust or common law trust, as specified in this Distribution Agreement, duly formed under Delaware law pursuant to the Trust Agreement and, if the Trust is a statutory trust, the filing of a certificate of trust with the Delaware Secretary of State, which is validly existing and in good standing as a statutory trust or common law trust, as applicable, under the laws of the State of Delaware.

          (ii)    No Material Changes.     Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (1) there has been no event or occurrence that would reasonably be expected to have a material adverse effect on the condition (financial or otherwise) of the Trust or on the power or ability of the Trust to perform its obligations under this Distribution Agreement, the Indenture, the Trust Agreement, the Funding Agreement(s), the Administrative Services Agreement (the " Administration Agreement ") between the trustee of the Trust (the " Trustee "), on behalf of the Trust, and AMACAR Pacific Corp., as administrator (the " Administrator "), the License Agreement (the " License Agreement "), between the

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  Trust and Protective Life Corporation or the Notes or to consummate the transactions to be performed by it as contemplated in the Prospectus (a " Trust Material Adverse Effect ") and (2) there have been no transactions entered into by the Trust, other than those related to the Secured Medium-Term Notes Program or in the ordinary course of business, which are material with respect to the Trust.

          (iii)   Authorization of this Distribution Agreement, each Funding Agreement, the Trust Agreement, the Indenture, Administration Agreement, the License Agreement and Notes.     This Distribution Agreement, each relevant Funding Agreement, the Indenture, the Administration Agreement and the License Agreement have been or will be duly authorized, executed and delivered by the Trust. Assuming that each party to this Distribution Agreement, each relevant Funding Agreement, the Indenture, the Trust Agreement, the Administration Agreement and the License Agreement other than the Trust, as applicable, has duly authorized, executed and delivered each such agreement, then this Distribution Agreement, each relevant Funding Agreement, the Trust Agreement, the Administration Agreement, the Indenture and the License Agreement will each be a valid and legally binding agreement of the Trust enforceable against the Trust in accordance with its terms, as applicable, except (1) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), (2) except as enforcement thereof may be limited by requirements that a claim with respect to the Notes issued under the Indenture that are payable in a foreign or composite currency (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or by governmental authority to limit, delay or prohibit the making of payments outside the United States, (3) that no representation or warranty is made with respect to the enforceability of Section 6 hereof, and (4) that no representation or warranty is made with respect to the enforceability of the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA PATRIOT Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; the Notes have been duly authorized by the Trust for offer, sale, issuance and delivery pursuant to this Distribution Agreement and, when issued, authenticated and delivered in the manner provided for in the Indenture and delivered against payment of the consideration therefor, will constitute valid and legally binding obligations of the Trust, enforceable against the Trust in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law). Subject to the exceptions set forth in the preceding sentence, the Notes, when executed by the Trust and issued, authenticated and delivered in the manner provided for in the Indenture and delivered against payment of the consideration therefor, will be entitled to the benefits of the Indenture.

          (iv)   Absence of Defaults and Conflicts.     The Trust is not in violation of its certificate of trust, if applicable, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease or other agreement or instrument to which the Trust is a party or by which it may be bound or to which any of the property or assets of the Trust is subject (the " Trust Agreements and Instruments "), except for such violations or defaults that would not reasonably be expected to result in a Trust Material Adverse Effect; and (1) the execution, delivery and performance of this Distribution Agreement, the Indenture, the Notes, each Funding Agreement, the Administration Agreement, the License Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Trust in connection with the transactions contemplated by

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  the Prospectus, (2) the performance of the Trust Agreement (all agreements and instruments referenced in clauses (1) and (2) above are referred to herein as the " Program Documents "), (3) the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes and the use of proceeds therefrom as described in the Prospectus) and (4) the compliance by the Trust with its obligations under the Program Documents do not and will not, constitute a breach, violation or default which (A) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Trust under, or (B) result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Trust pursuant to, any Trust Agreements and Instruments, nor will such action result in any violation of the Trust's certificate of trust, if applicable, the Trust Agreement and the Trust is not in default in the performance or observance of any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Trust or any of its assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA PATRIOT Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided further, that in the case of clause (A) of this paragraph (viii), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Trust Material Adverse Effect and in the case of clause (B) of this paragraph (viii), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Trust Material Adverse Effect.

          (v)    Absence of Proceedings.     There is no action, suit, proceeding or investigation pending of which the Company or the Trust has received notice or service of process, or before or brought by any court or governmental agency or body, domestic or foreign, or to the knowledge of the Company or Trust threatened, against or affecting the Trust which is required to be disclosed in the Registration Statement and the Prospectus (other than as stated therein), or which may reasonably be expected to individually or in the aggregate result in a Trust Material Adverse Effect.

          (vi)   No Filings, Regulatory Approvals etc.     Other than as set forth or contemplated in the Prospectus, no filing with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the issuance and sale of the Notes, by the Trust, except such as have been previously made, obtained or rendered, as applicable and except such consents, approvals, authorizations, registrations or qualifications as may be required under the 1933 Act and the 1939 Act or under state or foreign securities or Blue Sky laws or any rules or regulations of any securities exchange.

          (vii)  Investment Company Act.     The Trust is not, and upon the sale of the Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the " 1940 Act ").

          (viii)  Ratings.     The Program under which the Notes are issued, as well as the Notes, as applicable, are rated by Moody's Investors Service, Inc. or its successor (" Moody's ") and by Standard & Poor's Ratings Services, a Division of The McGraw-Hill Companies, Inc. or its successor (" S&P ", and together with Moody's the " Ratings Agencies ") as set forth in Schedule 1 to the Omnibus Instrument, or such other rating as to which the Company shall have most recently

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  notified the Dealer(s) pursuant to Section 3(b)(viii) hereof. Except as otherwise disclosed to the Dealer(s) in writing, to the knowledge of the Company and the Trust, no Ratings Agency has issued any public announcement or informed the Trust or the Company that such Ratings Agency has under surveillance or review, with possible negative implications, its rating of the Program or the Notes or any notes issued pursuant to the Registration Statement, as applicable, or the withdrawal of the rating of the Program, the Notes or any notes issued pursuant to the Registration Statement, as applicable, by such Ratings Agency.

          (ix)   Notes Listed on Any Stock Exchange.     If specified in the applicable Pricing Supplement, the Notes described in such Pricing Supplement shall be listed on the securities exchange designated in the Pricing Supplement.

          (x)    Beneficial Interest.     The beneficial interest of the Trust when issued will be duly authorized and, when registered in the Securities Register (as defined in the Trust Agreement) in accordance with the provisions of the Trust Agreement, will be a valid and binding obligation of the Trust, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, conservatorship, receivership or similar laws affecting creditors' rights generally or by general principles of equity.

          (xi)   Security Interest.     As required by the Indenture, the Trust pursuant to the Indenture, will create, in favor of the Indenture Trustee, for the benefit of the holders of Notes a first priority perfected security interest in the Collateral (as defined in the Indenture) under New York law or the law of such other applicable jurisdiction whose law governs such perfection, non-perfection or priority.

        (b)   The Company represents and warrants to each Dealer as of each Representation Date, as follows:

•         (i)     Due Incorporation, Good Standing and Due Qualification of the Company.     The Company is a corporation duly incorporated and validly existing under the laws of the State of Tennessee with corporate power and authority to own, its properties and to conduct its business as described in the Prospectus; the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the earnings, results of operations or business prospects of the Company and its subsidiaries considered as one enterprise or on the power or ability of the Company to perform its obligations under the Program Documents to which the Company is a party or to consummate the transactions to be performed by the Company as contemplated in the Prospectus (a " Company Material Adverse Effect "); all of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable; and none of the outstanding shares of capital stock of the Company were issued in violation of preemptive or other similar rights of any securityholder of the Company.

          (ii)    Due Incorporation, Good Standing and Due Qualification of Significant Subsidiaries.     West Coast Life Insurance Company (" West Coast Life ") has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own its properties and conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, except where the failure to so qualify or be in good standing would not reasonably be expected to result in a Company Material Adverse Effect; all of the issued and outstanding shares of capital stock of West Coast Life has been duly authorized and is validly issued, fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any perfected security interest and, to

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  the Company's best knowledge, any other security interest, mortgages, pledges, claims, liens, or encumbrances.

          (iii)   Registration Statement and Prospectus; Filing Status.     The Company meets the requirements for use of Form S-3 under the 1933 Act; the Registration Statement (or any Rule 462(b) Registration Statement or any Rule 429 Registration Statement, if applicable) has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement (or any Rule 462(b) Registration Statement or any Rule 429 Registration Statement, if applicable) has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are threatened by the Commission, and any request on the part of the Commission for additional information has been complied with; the Indenture has been duly qualified under the 1939 Act; at the respective times that the Registration Statement (including any Rule 462(b) Registration Statement and any Rule 429 Registration Statement, if applicable) and any post-effective amendment thereto (including the filing of the Company's most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date the Registration Statement (including any Rule 462(b) Registration Statement and any Rule 429 Registration Statement, if applicable) and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the " 1934 Act Regulations ") and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the " 1939 Act Regulations ") and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; each preliminary prospectus and Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act and the 1933 Act Regulations; each preliminary prospectus and the Prospectus delivered to a Dealer for use in connection with an offering of Notes will, at the time of such delivery, be identical in all material respects to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T of the 1933 Act Regulations; and at the date hereof, at the date of the Prospectus and each amendment or supplement thereto and at each Representation Date, neither the Prospectus nor any amendment or supplement thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to (A) statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Dealer(s) expressly for use in the Registration Statement or the Prospectus or (B) that part of the Registration Statement which constitutes the Statements of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee and the Indenture Trustee.

          (iv)   Incorporated Documents.     The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

          (v)    Independent Accountants.     The accounting firm that certified the financial statements and any supporting schedules thereto included in the Registration Statement and the Prospectus is an independent registered public accounting firm as required by the 1933 Act and the 1933 Act Regulations.

          (vi)   Company Financial Statements.     The consolidated financial statements of the Company included in the Registration Statement and the Prospectus, together with the related schedules and

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  notes, present fairly the consolidated financial position of the Company and its subsidiaries at the dates indicated and the consolidated statement of income, stockholders' equity and cash flows of the Company and its subsidiaries, for the periods specified; such financial statements have been prepared in conformity with United States generally accepted accounting principles (" GAAP ") applied on a consistent basis throughout the periods involved; the supporting schedules of the Company, if any, included in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein; the selected financial data and the summary financial information of the Company included in the Registration Statement and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements of the Company included in the Registration Statement and the Prospectus.

          (vii)  Descriptions of the Program Documents.     The statements relating to the Program Documents contained in the Prospectus conform and will conform in all material respects to the Program Documents and the Program Documents are substantially in the form filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

          (viii)  Authorization of this Distribution Agreement and each Funding Agreement.     This Distribution Agreement has been and each Funding Agreement when issued will be duly authorized, executed and delivered by the Company and, assuming that each party to this Distribution Agreement and each Funding Agreement, other than the Company, has duly authorized executed and delivered such agreement, then this Distribution Agreement and each Funding Agreement will be a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except (1) as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally or by general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or at law), (2) that no representation or warranty is made with respect to the enforceability of Section 6 hereof and (3) that no representation or warranty is made with respect to the enforceability of the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement(s) renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA PATRIOT Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities.

          (ix)   Absence of Defaults and Conflicts.     Neither the Company nor West Coast Life is in violation of the provisions of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or West Coast Life is a party or by which they may be bound or to which any of the property or assets of the Company or West Coast Life is subject (collectively, " Company Agreements and Instruments "), except for such defaults that would not result in a Company Material Adverse Effect; the execution, delivery and performance of this Distribution Agreement, each Funding Agreement and any other agreement or instrument entered into or issued or to be entered into or issued by the Company in connection with the transactions contemplated in the Prospectus, the consummation of the transactions contemplated in the Prospectus (including the issuance and sale of the Notes and the use of the proceeds therefrom as described in the Prospectus) and the compliance by the Company with its obligations thereunder do not and will not constitute a breach, violation or default which (A) gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or West Coast Life under, or (B) result in the creation or imposition of any lien, charge or

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  encumbrance upon any assets, properties or operations of the Company or West Coast Life pursuant to, any Company Agreements and Instruments, nor will such action result in any violation of the provisions of the charter, articles or by-laws of the Company or West Coast Life or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or West Coast Life or any of their assets, properties or operations; provided that no representation or warranty is made with respect to the Funding Agreement(s) to the extent that the source of the funds used by the Trust to purchase such Funding Agreement(s) renders such funds, or any property or investment acquired with such funds, subject to governmental seizure or other penalty under the USA PATRIOT Act of 2001, as amended, or any other law, rule or regulation, relating to money laundering, terrorist financing or other illegal activities; provided that in the case of clause (A) of this paragraph (ix), this representation and warranty shall not extend to such repurchase, redemption or repayment that would not result in a Company Material Adverse Effect and in the case of clause (B) of this paragraph (ix), this representation and warranty shall not extend to such lien, charges or encumbrances or any violations or defaults that would not result in a Company Material Adverse Effect.

          (x)    Absence of Proceedings.     There is no action, suit, proceeding or investigation pending of which the Company has received notice or service of process, or before or brought by any court or governmental agency or body, domestic or foreign, or to the knowledge of the Company threatened, against the Company which is required to be disclosed in the Registration Statement and the Prospectus (other than as stated therein), or which would individually or in the aggregate result in a Company Material Adverse Effect.

          (xi)   Possession of Licenses and Permits.     Each of the Company and West Coast Life is duly organized and licensed as an insurance company in its state of incorporation and is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized, with corporate power to conduct its business as described in the Prospectus (except for any such jurisdiction in which the failure to be so licensed or authorized would not reasonably be expected to have a Company Material Adverse Effect); and except as otherwise specifically described in the Prospectus, neither the Company nor West Coast Life has received any notification from any federal, state, local or foreign regulatory authority to the effect that any additional authorization, approval, order, consent, license, certificate, permit, registration or qualification from such federal, state, local or foreign regulatory authority is needed to be obtained by either the Company or West Coast Life in any case where it would be reasonably expected that the failure to obtain any such additional authorization, approval, order, consent, license, certificate, permit, registration or qualification would have a Company Material Adverse Effect.

          (xii)  No Filings, Regulatory Approvals etc.     Other than as set forth or contemplated in the Prospectus, no filing with, or approval, authorization, consent, license, registration, qualification, order or decree of, any court or governmental authority or agency, domestic or foreign, is necessary or required for the issuance and sale of the Funding Agreements by the Company, except such as have been previously made, obtained or rendered, as applicable and except such consents, approvals, authorizations, registrations or qualifications as may be required under the 1933 Act and the 1939 Act or under state or foreign securities or Blue Sky laws or any rules or regulations of any securities exchange.

          (xiii)  Investment Company Act.     The Company is not, and upon the issuance and sale of the Notes as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be required to register as an "investment company" within the meaning of the 1940 Act.

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          (xiv)  Ratings.     The Company's financial strength is rated by Moody's and S&P as set forth in Schedule 1 to the Omnibus Instrument, or such other rating as to which the Company shall have most recently notified the Dealer(s) pursuant to Section 3(b)(viii) hereof. Except as otherwise disclosed to the Dealer(s) in writing, to the Company's knowledge, no Ratings Agency has issued any public announcement or informed the Company that such Ratings Agency has under surveillance or review, with possible negative implications, its rating of the financial strength of the Company, or the withdrawal of the financial strength rating of the Company.

          (xv)  Absence of Default Under Each Funding Agreement.     To the Company's knowledge, there exists no event or circumstance which does or may (with the passing of time, the giving of notice, the making of any determination, or any combination thereof) be reasonably expected to constitute an event of default under any outstanding funding agreeme